Clause 5

Subject to this section and section 14B, on the joint application of a bank and one or more banks which are wholly-owned subsidiaries of that bank, the Minister may approve the merger of those banks and issue a certificate of approval.(2) The issue of a certificate of approval by the Minister under subsection (1) merges the banks that are parties to the merger agreement on which the application for the certificate of approval is based.(3) Where a certificate of approval is issued under subsection (1) merging the banks, the merger shall for all purposes be deemed to have occurred and to be effective on the date mentioned in subsection (4).(4) A certificate of approval issued under subsection (1) shall have no force or effect until a copy of the certificate and the merger agreement on which it is issued is lodged with the Registrar of Companies, and upon being so lodged the certificate shall take effect on and from the date of lodgment.(5) No application to the Minister for a certificate of approval merging two or more banks may be made under subsection (1) unless —

the Authority has approved the merger under section 14;

the merger is between a bank and one or more banks which are wholly-owned subsidiaries of that bank;

the banks proposing to merge have entered into a merger agreement; and

the application for the certificate of approval is made within two weeks from the date of execution of the merger agreement referred to in paragraph (c).(6) Where a certificate of approval is issued under subsection (1) merging the banks, those banks shall publish a notice of the approval of the merger at least once in a local Malay, English, Chinese and Tamil language daily newspaper within one week from the date of the certificate of approval.(7) As from the date of approval of the merger by the Authority under section 14, section 47(3) shall not apply where the officials of any bank that is a party to the merger agreement referred to in subsection (5)(c) are required to give information which are necessary for the purposes of the merger.(8) For the avoidance of doubt, it is hereby declared that sections 210 and 212 of the Companies Act [Cap. 50] shall not apply to the banks which have jointly applied for a certificate of approval under subsection (1).Condition for issue of certificate of approval14B.—

The Minister shall not issue a certificate of approval under section 14A unless the application thereof is supported by satisfactory evidence that the applicants have complied with the requirements of that section in relation to the merger.(2) Nothing in this Act shall be construed as precluding the Minister from refusing to issue or approve the issue of any certificate of approval under section 14A and any decision of the Minister under that section shall be final and shall not be called in question in any court.Effect of merger14C. As from the date mentioned in section 14A(4), the provisions set out in the Fifth Schedule shall have effect and shall apply to the banks that are parties to the merger agreement on which a certificate of approval is issued under section 14A(1).”.